Segue Software to Be Acquired by Borland Software for $8.67 Per Share
08 February 2006 - 8:01PM
Business Wire
Segue Software, Inc. (NASDAQ-CM: SEGU), a leader in Software
Quality Optimization(TM) (SQO(TM)), today announced that it has
signed a definitive agreement in which Borland Software Corporation
(NASDAQ NM: BORL) will acquire Segue. Under the terms of the
agreement, Borland will acquire all of the outstanding shares of
common stock of Segue in a one-step transaction for $8.67 per share
in cash. This represents a premium of 25% over the closing price of
Segue's common stock of $6.92 on Tuesday, February 7, 2006 and a
36% premium over the average price during the last 90-day trading
period. The transaction is valued at approximately $100 million.
"Rarely do two companies share such a strong vision for
transforming their industry," said Joseph Krivickas, president and
chief executive officer, Segue Software. "Borland and Segue have
been partners for several years, helping our customers overcome the
challenges that cause project failure and poor software quality. By
bringing together our products and teams, we can help customers
ensure higher standards of quality and service while systematically
reducing the costs associated with rework and maintenance."
"Segue's quality optimization products and services will add
significantly to our growing portfolio of application lifecycle
management solutions," said Tod Nielsen, president and chief
executive officer, Borland Software. "This is a natural extension
of our focus in helping customers move beyond development and into
successful delivery of business value via critical software
initiatives." The transaction has been approved by the Boards of
Directors of both companies. The merger is conditioned upon the
approval of Segue's shareholders and other customary conditions.
Borland has also entered into voting agreements with certain
significant Segue shareholders who own an aggregate of 21.5% of
Segue's outstanding shares and who have agreed to support the
transaction. The transaction is expected to close in the second
calendar quarter of 2006. Borland Conference Call Information
Borland will hold a conference call and webcast to discuss recent
announcements, today, Wednesday, February 8, 2006, at 2:00 pm EST.
To access the live webcast, please visit the Investor Relations
section of Borland's website at least 30 minutes prior to the
scheduled time to download any necessary audio or plug-in software.
A replay will be available approximately two hours after the
conference call ends and will be available until February 23, 2006,
at 12:00 am PST. Please dial 1.800.405.2236 or +1.303.590.3000,
passcode 11050769, to access the replay. The archived webcast will
also be available on Borland's website at www.borland.com. About
Segue Software Segue Software, Inc. (NASDAQ-CM: SEGU) is a global
expert in delivering solutions to define, measure, manage and
improve software quality throughout the entire software application
lifecycle. Segue's Software Quality Optimization(TM) (SQO(TM))
solutions help companies reduce business risk, ensure the
deployment of high quality software and increase return on
investment. Leading businesses around the world, including many of
the Fortune 500, rely on Segue's innovative Silk family of products
to protect their business service levels, competitive edge and
brand reputation. Headquartered in Lexington, Mass., with offices
across North America, Europe and Asia, Segue can be reached at
+1.781.402.1000 or www.segue.com. WHERE TO FIND ADDITIONAL
INFORMATION ABOUT THE MERGER: This communication may be deemed to
be solicitation material in respect of the proposed acquisition and
subsequent merger (the "Merger") of Segue Software, Inc. (the
"Company") by and into a wholly-owned subsidiary of Borland
Software Corporation ("Borland"). In connection with the Merger and
required stockholder approval, the Company will file with the SEC a
preliminary proxy statement, a definitive proxy statement and other
relevant materials that will contain important information about
the Merger. Investors of the Company are urged to read the proxy
statements and any other relevant materials filed by the Company
because they contain, or will contain, important information about
the Company and the Merger. All documents filed by the Company with
the SEC may be obtained for free at the SEC's website at
www.sec.gov. In addition, the documents filed with the SEC by the
Company may be obtained free of charge by directing such request
to: Doug Zaccaro, Treasurer, Segue Software, +1.781.402.1000 or
from the Company's website at www.segue.com or by emailing
questions to SegueandBorland@segue.com. Such documents are not
currently available. The Company and its executive officers and
directors may be deemed to be participants in the solicitation of
proxies from the Company stockholders in favor of the Merger.
Information about the executive officers and directors of the
Company and their ownership of the Company's common stock is set
forth in the proxy statement for the Company's 2005 Annual Meeting
of Stockholders, which was filed with the SEC on April 28, 2005,
and in Item 10 of the Company's Form 10-K which was filed with the
SEC on March 25, 2005. Investors may obtain more detailed
information regarding the direct and indirect interests of the
Company and its respective executive officers and directors in the
Merger by reading the preliminary and definitive proxy statements
regarding the Merger, which will be filed with the SEC. This press
release may contain forward-looking statements,. Forward-looking
statements are statements that contain predictions or projections
of future events or performance, and often contain words such as
"anticipates", "can", "estimates", "believe", "expects",
"projects", "will", "might", or other words indicating a statement
about the future. The Company notes that any such forward-looking
statements are subject to change and are not guarantees of future
performance, and that actual results may differ materially from any
such predictions or projections, based on various important factors
and including, without limitation, the Company's and Borland's
ability to consummate the transaction; the conditions to the
completion of the transaction may not be satisfied, or the
regulatory approvals required for the transaction may not be
obtained on the terms expected or on the anticipated schedule; and
the parties' ability to meet expectations regarding the timing,
completion and accounting of the merger; the possibility that the
parties may be unable to achieve expected synergies and operating
efficiencies in the merger within the expected time-frames or at
all and to successfully integrate the Company's operations into
those of Borland's; such integration may be more difficult,
time-consuming or costly than expected; revenues following the
transaction may be lower than expected; operating costs, customer
loss and business disruption (including, without limitation,
difficulties in maintaining relationships with employees,
customers, clients or suppliers) may be greater than expected
following the transaction; the retention of certain key employees
at the Company, the ability of the Company to continue to achieve
positive cash flow and sustain profitability in this difficult
economic and business climate; the ability of the Company to close
large enterprise orders; the Company's transition to a new
management team; the timing and success of introductions of our new
products; market acceptance of recently-introduced products
(including SilkCentral Test Manager 8.0) and updated releases; the
effectiveness of our additional distributors and resellers; growth
in license revenue; new products and announcements from other
companies; the Company's continued access to capital; and changes
in technology and industry standards. Additional information on the
factors that could affect the Company's business and financial
results is included in the Company's periodic reports filed with
the Securities and Exchange Commission. Segue and the Segue logo
are registered trademarks and Software Quality Optimization and SQO
are trademarks of Segue Software, Inc. All other marks are the
property of their respective owners.
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